Common use of Subsequent Forecasts Clause in Contracts

Subsequent Forecasts. Within five (5) days prior to the start of each calendar month, ▇▇▇▇ shall provide IMPAX with an updated written rolling forecast of DAVA’s expected requirements, in full manufacturing lot quantities, for the Products during the following fifteen (15) calendar months (“Rolling Forecasts” and, together with the Initial Forecast, the “Forecasts”). The first two (2) calendar months of such forecast shall be a restatement of the remaining firm order period of the prior forecast. The third calendar month shall be within plus or minus twenty five percent (+/- 25%) of the amount stated for such then non-binding calendar month in the immediately preceding forecast, rounded up to the next incremental full standard lot size (i.e., ▇▇▇▇ shall be obligated to order and purchase at least seventy-five percent (75%) of the amount, rounded up to full lot size, set forth in the forecast for such calendar month in the prior forecast). The forecast for the first three (3) months shall be deemed a Firm Order. The amounts set forth for each of the following twelve (12) calendar months shall constitute a non-binding, good faith estimate of the Product requirements of ▇▇▇▇ for such period. IMPAX shall deliver Product to DAVA’s Receiving Facility pursuant to each Firm Order no more than five (5) days after DAVA’s requested delivery date, provided that such Firm Order (other than the Initial Firm Order and the subsequent two (2) Firm Orders is delivered to IMPAX at least three (3) months prior to DAVA’s requested delivery date. The terms and conditions of this Agreement shall be controlling over any conflicting terms and conditions stated in DAVA’s purchase order or IMPAX’s invoice or confirmation. Any other document which shall conflict with or be in addition to the terms and conditions of this Agreement is hereby rejected (unless the Parties shall have mutually agreed to the contrary in writing in respect of a particular instance).